Crestview Offshore Holdings II Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRESTVIEW RADIO INVESTORS, LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CUMULUS MEDIA INC [ CMLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01 per share	11/23/2015		P		1,400,922	A	$0.1997(1)	63,827,239(2)(3)	I	See Footnotes(2)(3)
Class A Common Stock, par value $0.01 per share	11/24/2015		P		721,518	A	$0.2338(1)	64,548,757(2)(3)	I	See Footnotes(2)(3)
Class A Common Stock, par value $0.01 per share	11/25/2015		P		421,885	A	$0.2412(1)	64,970,642(2)(3)	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

CRESTVIEW RADIO INVESTORS, LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRESTVIEW PARTNERS II LP

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRESTVIEW PARTNERS II (TE) LP

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRESTVIEW PARTNERS II (FF) LP

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRESTVIEW OFFSHORE HOLDINGS II (CAYMAN) LP

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP LP

667 MADISON AVENUE, 10TH FL

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRESTVIEW OFFSHORE HOLDINGS II (FF CAYMAN) LP

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview Offshore Holdings II (892 Cayman), L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview Partners II GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS II GP, L.P.

667 MADISON AVENUE, 10TH FL.

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. The prices reported in Column 4 are weighted average prices. The shares sold on each of November 23, 24 and 25 were sold in multiple transactions at prices ranging from $0.1917 to $0.2000, $0.2023 to $0.2500 and $0.2312 to $0.2500, respectively. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 1 to this Form 4.

2. See Exhibit 99.1 for text of Footnote (2).

3. See Exhibit 99.1 for text of Footnote (3).

	CRESTVIEW, L.L.C., general partner of Crestview Partners II GP, L.P., the general partner of Crestview Partners II, L.P., the managing member of the Designated Filer, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer	11/25/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.